In re Sunmar International Realty Corp.

April 3, 2008 SEC EN BANC CASE NO. 07-07-0106 IN THE MATTER OF SUNMAR INTERNATIONAL REALTY CORP. (SEC REG. NO. ASO95-010931), petitioner . SETTING ASIDE OF THE ORDER OF REVOCATION O R D E R Petitioner SUNMAR INTERNATIONAL REALTY CORPORATION is a stock corporation registered with the Commission on 30 October 1995. Its primary purpose is to acquire by purchase, lease, donation, or otherwise, and to own, use improve, develop, subdivide, sell, mortgage, exchange, lease, develop, and hold for investment or otherwise, real estate of all kinds, whether improve, manage or otherwise dispose of buildings, houses, apartments, and other structures of whatever kind, together with their appurtenances. It has its principal office at Suite 201, Rufino Building, 6784 Ayala Avenue, Makati City. On 03 November 2003, Petitioner's Certificate of Registration No. ASO95-010931 was revoked for non-compliance with the Commission's reportorial requirements, pursuant to the Order of Revocation dated 30 September 2003. Said Order was published in a newspaper of general circulation on 04 October 2003. Petitioner now prays for the lifting of the said Order of Revocation based on the following grounds: 1. that since the time of its registration on October 30, 1995, petitioner has not commenced any commercial or business operation. 2. Since it had no operation, the stockholders of petitioner did not deem it necessary to hold any annual meeting to elect its directors and officers. However, petitioner failed to submit annually to the Commission a notice or affidavit of non-operation and non-holding of annual stockholders' meeting as it was not aware that such notice is necessary. 3. that petitioner would like to operate or transact business at this time. For this purpose, petitioner has invested in shares of stocks of Lexmedia Realty, Inc. who has filed with the Commission an application for increase in its authorized capital stock on 30 June 2006. However, said application has been pending due to the revocation of the registration of petitioner who is one of the subscribers to the increase. In support of its Petition, petitioner submitted as proof of its continued operation the following: a) 2006 Audited Financial Statements stamped received by the duly authorized collecting agent of the BIR; b) 2007 General Information Sheet; c) 2006 Income Tax Return; d) List of Stockholders of record of Lexmedia Realty, Inc., showing petitioner as an existing stockholder as 22 February 2006; e) Letter of petitioner's counsel dated 21 August 2007 stating, among others, that petitioner exercised its pre-emptive right to subscribe to the said increase in capital stock; and f) 2006 Business Permit issued by the City of Makati; and g) Letter of petitioner's counsel dated 11 February 2008. Petitioner further alleges that it intends to continue its business operations and comply with the registration requirements of the Commission as evidenced by the submission of its most recent General Information Sheet and Audited Financial Statements. It has also paid in full the total amount of the penalty of One Hundred Five Thousand Pesos (Php105,000.00) as assessed by the Law and Regulation Division of the Company Registration and Monitoring Department (CRMD) and evidenced by Official Receipt No. 0072468. We find petitioner's submissions insufficient to justify the setting aside of the Order of Revocation dated 30 September 2003. In fact, it has admitted in its petition and its letter dated 11 February 2008 that it has not commenced any operation pursuant to its primary purpose since its registration in 1995. Petitioner corporation has been inoperative for more than a decade up to the time this petition is being considered by the Commission. Under Section 22 of the Corporation Code, failure of a corporation to operate for five (5) consecutive years is a ground for the revocation of its corporate franchise. 2008sec1strel WHEREFORE, premises considered, the instant petition is hereby dismissed for lack of merit. The Order of the Commission dated 30 September 2003 revoking the Certificate of Registration of SUNMAR INTERNATIONAL REALTY CORP. is hereby AFFIRMED. Let a copy of this Order be furnished by the Company Registration and Monitoring Department (CRMD) and the Economic Research and Information Department (ERID) of this Commission for their appropriate action. SO ORDERED. Mandaluyong City. April 3, 2008. (SGD.) FE B. BARIN Chairperson (SGD.) MA. JUANITA E. CUETO Commissioner (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner (SGD.) THADDEUS E. VENTURANZA Commissioner